UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2018
Old Line Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-50345 | 20-0154352 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
| 1525 Pointer Ridge Place | ||
| Bowie, Maryland | 20716 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 301-430-2500
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5-Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2018 the Board of Directors of Old Line Bancshares, Inc. (the “Registrant”) elected Rosie Allen-Herring to the Boards of Directors of the Registrant and (acting on behalf of the Registrant as sole stockholder thereof) its wholly owned subsidiary, Old Line Bank. Ms. Allen-Herring will receive the same compensation as currently paid to our other Board members (other than the Chairman and Vice Chairman, who are paid an annual retainer in lieu of attendance fees) - (i) $700 for each attended Board of Directors meeting, (ii) $300 for each attended meeting of the Loan Committee, and (iii) $400 for each attended meeting of the Corporate Governance Committee, the Compensation Committee, the Audit Committee, the Risk Committee, the Strategic Opportunities Committee, and the Asset and Liability Committee, provided that if a Director attends any of these meetings via teleconference in lieu of in person, the Director receives $200 instead of the regular in-person payment. In addition, the Chairmen of the Corporate Governance Committee, the Compensation Committee, the Risk Committee, and the Audit Committee also receive an additional $300 for each meeting of their respective committees they attend in person. Further, each non-employee Director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also receives an $8,400 quarterly retainer.
The Board of Directors did not elect Ms. Allen-Herring pursuant to any arrangements between Ms. Allen-Herring and the Registrant, Old Line Bank or any other person. There are no significant transactions between Ms. Allen-Herring and the Registrant or Old Line Bank.
The Registrant’s and Old Line Bank’s Boards of Directors have not yet determined on which committees of the Boards of Directors Ms. Allen-Herring will serve.
The press release announcing Ms. Allen-Herring’s election is attached as exhibit 99.1 hereto.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release dated July 2, 2018
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| |
| OLD LINE BANCSHARES, INC. | |
| Date: July 2, 2018 | By: /s/ Elise M. Hubbard |
| Elise M. Hubbard, Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
Old Line Bancshares Appoints Rosie Allen-Herring to Board of Directors
President and CEO of United Way NCA Joins the Board at Old Line Bank
BOWIE, Md., July 02, 2018 (GLOBE NEWSWIRE) -- Old Line Bancshares Inc., the parent company of Old Line Bank, announced Rosie Allen-Herring, President and CEO of United Way of the National Capital Area, has been appointed to the Board of Directors for Old Line Bancshares, Inc. and its wholly owned subsidiary, Old Line Bank, effective June 27, 2018.
For the last five years, Ms. Allen-Herring has been President and CEO of United Way NCA which serves to impact our communities through education, health and financial stability initiatives. Prior to this, she was a Finance and Investment Executive with Fannie Mae Corporation for over twenty-one years. Her final role at Fannie Mae was Managing Director of the Community Investment and Engagement Division leading the company’s philanthropy efforts nationwide. Ms. Allen-Herring assists in key leadership roles with several organizations including serving on the Board of Directors for the Greater Washington Board of Trade, Washington Area Women’s Foundation and MedStar Health, Inc.
“We are delighted to have Rosie join our Board and know that her contributions will be invaluable to our organization,” said Craig E. Clark, Chairman of Old Line Bancshares, Inc. “Rosie is a well-respected leader in our community and she understands the collective impact community banking brings to our area.”
Ms. Allen-Herring holds a B.A. in Economics from Howard University, an M.B.A. from Strayer University and was an International Fellow of the United States-Southern Africa Center for Leadership and Public Values at the University of Cape Town (SA) Graduate School of Business and Duke University Graduate School of Public Policy. She is also a graduate of the Harvard Business School’s Strategic Perspectives in Non-profit Management Program.
In addition to Allen-Herring, Old Line Bancshares Board of Directors consists of Craig Clark, Gregory Proctor Jr., Steven Breeden, James Clifford Sr., James Cornelsen, Stephen Deadrick, James Dent, André Gingles, Thomas H. Graham, Eric Hovde, Gail Manuel, Jeffrey Rivest, Joseph Thomas, Suhas Shah and John Suit II.
About Old Line Bank
Old Line Bancshares is the parent company of Old Line Bank, a Maryland chartered commercial bank headquartered in Bowie, Maryland, approximately 10 miles east of Andrews Air Force Base and 20 miles east of Washington, D.C. Old Line Bank has more than 35 branches located in its primary market area of suburban Maryland (Washington, D.C. suburbs, Southern Maryland and Baltimore suburbs) counties of Anne Arundel, Baltimore, Baltimore City, Calvert, Carroll, Charles, Frederick, Harford, Howard, Montgomery, Prince George’s and St. Mary’s. It also targets customers throughout the greater Washington, D.C. and Baltimore metropolitan areas.
Old Line Bank Contact:
James W. Cornelsen
President and Chief Executive Officer
(301)-430-2530
A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/095338e6-e594-4031-b4be-49a447d75d14